On 9 October 2023 the Court of Appeal handed down its judgment in DnaNudge Ltd v Ventura Capital GP Ltd [2023] EWCA Civ 1142.

Timothy Collingwood KC acted for the successful Respondent, Ventura, instructed by Mark Buckley and his team at Fladgate LLP.

The Court of Appeal dismissed the appeal of DnaNudge and upheld the decision at first instance that the purported conversion of preferred shares to ordinary shares constituted an abrogation of class rights which required class consent under the articles of association (on their proper construction). The case is likely to be of interest to litigators and corporate lawyers alike, providing as it does a useful insight into the court’s approach to the construction of articles of association, the variation of class rights and the concept of the conversion of shares.

The full judgment can be found here.